Terms of Service

WIRESAFE TERMS OF SERVICE

These Terms of Service (“Terms”) apply to your access to and use of (i) the website located at https://wiresafe.com (or any successor links) and all associated web pages, websites, and social media pages (the “Site”) provided by WireSafe, LLC (“WireSafe”, “we”, “our” or “us”), and (ii) online services by WireSafe (including the Site and any App, together the “Services”). By accessing and using the Services, you agree to be bound by these Terms.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION IN SECTION 16. BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 16, (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 16, OR (III) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND WIRESAFE WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. If you do not agree to these Terms, do not use our Services.

We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services or by updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.

WireSafe’s Services offer a secure platform through which entities that manage funds relating to a transaction (“Transaction Managers”) can communicate information and instructions with those entities who will receive those funds (“Recipients”) (collectively, “Transaction Parties” or individually, a “Transaction Party”)). Only Authorized Users (as described in Section 2 below) of Transaction Parties may use or have access to the Services. WireSafe does not hold, transfer, exchange, or receive any actual funds or monies through its Services, and its Services do not provide or include any payment processing or money transmission services.

1. Authorization. You may use our Services only on behalf of a Transaction Party, (a) all references to “you” throughout these Terms (other than in this Section 2(a)) will include that person or entity, (b) you represent that you are authorized to accept these Terms on behalf of your Transaction Party, and (c) in the event you or your Transaction Party violates these Terms, your Transaction Party also agrees to be responsible to us. You may only use our Services in jurisdictions authorized by WireSafe.
2. Use and Sharing. Our Services are provided to you only for your and your Transaction Party’s internal business use, not for personal or household use, and not for the benefit or use of any third party. WireSafe may enable you to designate authorized individuals(“Authorized Users”) to use our Services, and only Authorized Users may use our Services. You will be solely responsible for your Authorized Users and their activity in connection with the Services.

You may provide certain information to WireSafe in connection with your access or use of our Services, or we may otherwise collect certain information about you or on your behalf when you access or use our Services. WireSafe acts as a service provider to you when providing the Services and handles and processes all information you provide through the Services on your behalf as a service provider. You agree to receive emails, SMS or text messages, and other types of communication from WireSafe via the Services using the email address or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to WireSafe in connection with the Services is accurate.

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy

Authorized Users must create accounts in order to use some or all of our Services. You will ensure that your Authorized Users (a) do not share their account credentials, and (b) provide accurate account information and promptly update this information if it changes. You will maintain the security of any accounts created by your Authorized Users and protect Confidential Information in your account in accordance with Section 7 of these Terms. If you discover or suspect that someone has accessed the account of one of your Authorized Users without permission, you will promptly notify WireSafe. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames. In certain instances, WireSafe requires an entity to have a minimum number of Authorized User accounts.

1. You will not use our Services if you are not eligible to use our Services in accordance with Section 1 and will not use our Services other than for their intended purpose. Further, you will not, in connection with our Services:
   • Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
   • Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
   • Use or attempt to use another user’s account or information without authorization from that user and WireSafe;
   • Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
   • Sell or resell our Services;
   • Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
   • Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
   • Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
   • Reverse engineer any aspect of our Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
   • Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except in accordance with instructions contained in our robot.txt file and only to compile for search results, provided that WireSafe grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. WireSafe reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;
   • Develop or use any applications or software that interact with our Services without our prior written consent;
   • Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
   • Use our Services in a manner that does not strictly comply with any instructions, safety guidelines, and/or other information provided by us;
   • Link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by WireSafe; or
   • Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
2. Enforcement of this Section 5 is solely at WireSafe’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.

The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights therein and thereto, are owned by WireSafe or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable, revocable license to access and use our Services. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.

WireSafe Services enable Transaction Parties to disclose Confidential Information with each other on WireSafe’s secure platform. Each Transaction Party and Authorized User of each Transaction Party, however, has the responsibility to protect its own Confidential Information that it discloses and the Confidential Information itreceives in accordance with this Section 7.

1. “Confidential Information” means all non-public information, personal information, financial information, technical data or know-how, in whatever form, which the disclosing party (the “Discloser”) transmits or discloses to the receiving party (the “Receiver”) in any manner, or that the Receiver otherwise receives, is exposed to, or has access to or knowledge of, even if disclosed to Receiver prior to these Terms, relating to the properties, finances, business activities or operations of Discloser, including, without limitation: (i) all information of Discloser disclosed in writing or other tangible form and that is plainly marked by Discloser as confidential or “proprietary” or other similar wording; (ii) information that by its nature, industry standards, industry practices or the context of its disclosure would be reasonably understood to be confidential; (iii) all information of Discloser that is not known to the public, without regard to the form in which such information is disclosed; and (iv) the contents of discussions, communications, and negotiations between the Transaction Parties using the Services.
2. Receiver will not use Discloser’s Confidential Information for any purpose other than in furtherance of the purpose for which it was disclosed. Receiver will not disclose Discloser’s Confidential Information to any person or entity other than Receiver’s Authorized Users, employees, agents, advisors and representatives with a need to know the Confidential Information in order to carry out the purpose for which it was disclosed and who agree to be bound by Receiver’s obligations under these Terms with regard to nondisclosure and nonuse of such Confidential Information.
3. Exceptions. Confidential Information does not include information that the Receiver can demonstrate: (i) was rightfully in its possession or known to it without an obligation of confidentiality prior to receipt of the Confidential Information from the Discloser; (ii) is or has become public knowledge through no fault of the Receiver; (iii) is rightfully obtained by the Receiver from a third party without breach of any confidentiality obligation known to the Receiver; or (iv) was independently developed by Receiver without use of or access to such Confidential Information.
4. Disclosure Required by Law. If Receiver becomes legally compelled to disclose any of Discloser’s Confidential Information, Receiver will (i) promptly notify Discloser of such requirement before any disclosure is made so that Discloser may seek a protective order or other appropriate remedy limiting disclosure or use of such information, and (ii) provide reasonable assistance to Discloser to seek such remedy at Discloser’s expense. If such protective order or other remedy is not obtained, Receiver may furnish only that portion of such Confidential Information that, in the written opinion of its legal counsel, it is legally required to disclose, and Receiver agrees to make commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information.
5. Return or Destruction of Confidential Information. Upon expiration or termination of Transaction Parties’ use of the Services or upon Discloser’s request, Receiver will return or destroy, as directed by Discloser in its sole discretion, all of Discloser’s Confidential Information.

WireSafe and our logos, product or service names, slogans, and the look and feel of the Services are trademarks of WireSafe and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about WireSafe or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services, or the Services in WireSafe’s sole discretion. WireSafe will exclusively own all improvements to, or new, WireSafe products, services, or Services based on any Feedback. You understand that WireSafe may treat Feedback as nonconfidential.

1. Our Services rely on or interoperate with third-party products and services, including, without limitation, data storage services, communications technologies, IoT platforms, third-party app stores, and internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (a) the use and availability of the Services is dependent on third-party product vendors and service providers and (b) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Services operate.
2. We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.
3. We have no obligation to monitor Third-Party Materials or Third-Party Content, and we may block or disable access to any Third-Party Materials or Third-Party Content (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content or Third-Party Materials may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.

To the fullest extent permitted by applicable law, you and your respective Transaction Party will indemnify, defend, and hold harmless WireSafe and our officers, directors, agents, partners, and employees (individually and collectively, the “WireSafe Parties”) from and against any actions, losses, liabilities, claims, demands, damages, expenses or costs (“Actions”) arising out of or related to (a) your access to or use of the Services; (b) your Feedback; (c) your breach of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); (e) your conduct in connection with the Services, or (f) your breach of any applicable law. You will promptly notify WireSafe Parties of any third-party Actions, cooperate with WireSafe Parties in defending such Actions, and pay all fees, costs, and expenses associated with defending such Actions (including attorneys' fees). The WireSafe Parties will have control of the defense or settlement, at WireSafe's sole option, of any third-party Actions. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and WireSafe or the other WireSafe Parties.

Transaction Manager and Recipients are each independently responsible and liable for their actions on or using the Services. WireSafe disclaims all responsibility and liability for the actions or inactions of the Transaction Parties, the accuracy, completeness, or reliability of the information the Transaction Parties communicate or exchange through the Services, any funds exchanged by the Transaction Parties, and/or any transactions between the Transaction Parties using the Services. WireSafe does not in any way warrant that that Transaction Parties with which you interact through our Services will comply with these Terms or with applicable law.

Your use of our Services and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Services, and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) are provided “as is” and “as available” without warranties of any kind, either express or implied. WireSafe disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement. In addition, WireSafe does not represent or warrant that our Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) are accurate, complete, reliable, current, or error-free or that access to our Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) will be uninterrupted. While WireSafe attempts to make your use of our Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) safe, we cannot and do not represent or warrant that our Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials). All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of WireSafe, WireSafe Parties, and WireSafe’s respective members, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.

1. To the fullest extent permitted by applicable law, WireSafe and the other WireSafe Parties will not be liable to you or any Transaction Parties under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if WireSafe or the other WireSafe Parties have been advised of the possibility of such damages.
2. The total liability of WireSafe and the other WireSafe Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the lesser of $200 or the amount paid by you to use our Services.
3. The limitations set forth in this Section 14 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of WireSafe or the other WireSafe Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

To the fullest extent permitted by applicable law, you release WireSafe and the other WireSafe Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND WIRESAFE TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND WIRESAFE FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND WIRESAFE AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. WIRESAFE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY'S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 16(L), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.

1. Claims This Section Applies ToThe dispute resolution and binding arbitration terms in this Section 16 apply to all Claims between you and WireSafe. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed below) between you and WireSafe, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that either party wishes to seek legal recourse for and that arises from or relates to these Terms or our Services, including any privacy or data security claims or claims related to the validity, enforceability, or scope of the arbitration requirement or any portion of it.
2. Informal Dispute Resolution Prior to Arbitration.If you have a Claim against WireSafe or if WireSafe has a Claim against you, you and WireSafe will first attempt to resolve the Claim informally in order to try and resolve the Claim faster and reduce costs for both parties. You and WireSafe will make a good-faith effort to negotiate the resolution of any Claim for thirty (30) days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms.

   You will send any Claimant Notice to WireSafe by certified mail addressed to WireSafe, 548 Market St. Suite 74254, San Francisco, CA 94104 or by email to support@wiresafe.com WireSafe will send any Claimant Notice to you by certified mail or email using the contact information you have provided to WireSafe. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.

   The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or WireSafe cannot proceed to arbitration before the end of the Informal Resolution Period. If you or WireSafe file a Claim in court or proceed to arbitration without complying with the requirements in Section 16, including waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party that has not followed the requirements in this Section to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach.

   The statute of limitations and any filing fee deadlines for a Claim will be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.

3. Claims Subject to Binding Arbitration; Exceptions.Except for individual disputes that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual property rights of you or WireSafe, including any disputes in which you or WireSafe seek injunctive or other equitable relief for the alleged unlawful use of your or WireSafe’s intellectual property or other infringement of your or WireSafe’s intellectual property rights (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 16(b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
4. Binding Individual Arbitration.Subject to the terms of this section, Claims may only be settled by binding individual arbitration conducted by National Arbitration and Mediation (“NAM”), https://namadr.com, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”) and according to NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Claim arose (the “Rules”), as modified by these Terms.

   If NAM notifies the parties in writing (email suffices) that it is not available to arbitrate any Claim, then that Claim may only be settled by binding individual arbitration conducted by American Arbitration Association (“AAA”), https://www.adr.org. For Claims that must be arbitrated by AAA, if you are a “Consumer,” meaning that you only use the Services for personal, family or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules are the Rules applicable to Claims between you and WireSafe as modified by these Terms. For Claims that must be arbitrated by AAA, if you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures are the Rules applicable to Claims between you and WireSafe as modified by these Terms.

   These Terms affects interstate commerce, and the enforceability of this Section 16 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or WireSafe to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

5. Arbitration Procedure and LocationYou or WireSafe may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with NAM in accordance with the Rules (or with AAA in accordance with the Rules if applicable pursuant to Section 16(d)).

   Instructions for filing a demand for arbitration with NAM are available on the NAM website or by calling NAM at 800-358-2550, and instructions for filing a demand for arbitration with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to WireSafe by certified mail addressed to WireSafe 548 Market St. Suite 74254, San Francisco, CA 94104 or by email to support@wiresafe.com. WireSafe will send any demand for arbitration to you by certified mail or email using the contact information you have provided to WireSafe.

   The arbitration will be conducted by a single arbitrator in the English language. You and WireSafe both agree that the arbitrator will be bound by these Terms.

   For Claims in which the claimant seeks less than USD $10,000, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in San Francisco, CA, unless the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.

   The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and WireSafe agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

   An arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

6. Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.
7. Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs incurred by the defending party, including any attorney’s fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument or (ii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.
8. Offers of Settlement. t. Either party may, but is not obligated to, make a written settlement offer for a Claim. If an arbitration decision or award is later issued that is less favorable to a party than the latest written offer of settlement that party did not accept, that party must pay all costs and fees—including arbitration, attorney, and expert fees—incurred by the other party after the written settlement offer was made. The terms of any settlement offer may not be disclosed to an arbitrator until after the arbitrator issues a decision or award on the Claim.
9. One Year to Assert Claims. To the extent permitted by law, any Claim by you or WireSafe against the other must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you or WireSafe will no longer have the right to assert that Claim.
10. Confidentiality.If you or WireSafe submits a Claim to arbitration, you and WireSafe agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration. You and WireSafe agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.
11. Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by emailing support@wiresafe.com To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 16.
12. Rejection of Future Arbitration Changes.You may reject any change we make to Section 16 (except address changes) by sending us notice of your rejection within 30 days of the change via email at support@wiresafe.com or by certified mail addressed to WireSafe, 548 Market St. Suite 74254, San Francisco, CA 94104. Changes to Section 16 may only be rejected as a whole, and you may not reject only certain changes to Section 16. If you reject changes made to Section 16, the most recent version of Section 16 that you have not rejected will continue to apply.
13. Severability. If any portion of this Section 16 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 16 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 16; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 16 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 16 will be enforceable.
14. Notwithstanding anything to the contrary in these Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding these Terms either by following the arbitration procedure detailed above in this Section 16 of these Terms or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.

These Terms commence on the date you first accept them on behalf of your Transaction Party, continue for a period of 12 months, and automatically renew for additional 12 month terms unless terminated by either you or WireSafe in accordance with these Terms. Either of us may terminate these Terms upon 30 days written notice for any reason. Upon termination of these Terms, WireSafe shall delete all accounts of your Authorized Users and delete all information and content contained in or relating to your Authorized Users’ accounts except to the extent necessary for WireSafe to comply with its record retention policy and comply with legal obligations.

Any Claims will be governed by and construed and enforced in accordance with the laws of the State of California, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any Claim is not subject to arbitration pursuant to Section 16, then the state and federal courts located in the County of San Francisco, California, will have exclusive jurisdiction. You and WireSafe waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.

We reserve the right to modify our Services or to suspend or terminate providing all or part of our Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by these Terms or the Supplemental Terms, unless otherwise expressly stated by WireSafe in writing. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

If any portion of these Terms other than Section 16 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render these Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve these Terms and the intent of these Terms to the fullest possible extent.

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.